TERMS & CONDITIONS OF USE
(Effective as of December 13, 2018)
2. ABOUT THE SERVICE; RULES FOR CONDUCT AND USE OF THE SERVICE
SurroundUs! Services maintains this website to provide online access to information about SurroundUs! Services and the products and Services we provide. You need to be at least 18 years old and a resident of the United States to participate in the Service. The Services provided by us are subject to a separate client agreement. If you are a non-U.S. resident, you may access this Site solely at your own risk and are responsible for compliance with local laws and regulations, if applicable.
You are solely responsible for your use of and activity in relation to the Site and the Service. Your permission to use the Service and the Site is conditioned upon the following use and conduct restrictions. You agree that you will not under any circumstances:
(a) post or submit any content that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable and offensive;
(b) create a false identity or impersonate any person, including without limitation, identities falsely indicating that you are a SurroundUs! Services official or representative, message board moderator, guide, or another user;
(c) forge or manipulate headers or identifiers to disguise the origin of any content transmitted through the Service
(d) use the Service for any unlawful purpose or for the promotion of illegal activities;
(e) distribute or submit unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation;
(f) attempt to, or harass, abuse or harm another person;
(g) provide false or inaccurate information to SurroundUs! Services;
(h) interfere or attempt to interfere with the proper functioning of the Site or Service;
(i) obtain or attempt to obtain unauthorized access to the Service or to SurroundUs! Services’ servers, systems, network, or data;
(j) make any automated use of the Site or Service, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure;
(k) copy, modify or distribute rights from the Site or Service or SurroundUs! Services’ copyrights and trademarks;
(l) submit content or materials that are subject to intellectual property protection, including without limitation, copyright, trademark or patent rights, or otherwise subject to third party proprietary rights, including without limitation, privacy and publicity rights, unless you are the owner of such rights or have permission from the owner of such rights to post said content or materials and to grant us all of the license rights necessary to transmit or maintain such content and materials on or through the Site;
(m) bypass any robot exclusion headers or other measures we take to restrict access to the Site or the Service or use any software, technology, or device to scrape, spider, or crawl the Site or harvest or manipulate data;
(n) publish, submit or link to malicious content intended to damage or disrupt the browser, computer or systems of SurroundUs! Services or of any other person or entity;
(o) make available viruses or any other computer code, files, programs or content designed to interrupt, destroy or limit the functionality of the Services or affect other users; or
(p) interfere with or disrupt the Services or servers, systems or networks connected to the Services in any way.
You acknowledge that people participating in public or semi-public spaces on the Site, including any blog or message board we may make available (collectively “Forums”) occasionally post content or material, or make statements, whether intentionally or unintentionally, that are inaccurate, misleading, illegal or deceptive. We neither endorse nor are responsible for such submissions or statements, or for any opinion, advice, information or other utterance made or displayed on the Site, including in the Forums, by any third person. The opinions expressed in the Forums reflect solely the opinion(s) of the participants of the Forums and do not necessarily reflect the opinion(s) of SurroundUs! Services. We are not responsible for any errors or omissions in articles or postings, for hyperlinks embedded in submissions or other content posted by our users or for any results obtained from the use of any such statements or information. Under no circumstances will we or our affiliates, agents, suppliers or other users be liable for any loss or damage caused by your reliance on any content or material submitted to us or on any information or materials obtained through the Site.
3. INTELLECTUAL PROPERTY; LICENSE GRANT
4. NOTICE AND TAKE DOWN PROCEDURES; COPYRIGHT AGENT
If you believe any material or content accessible on, from, or through the Site (including the Forums) or the Service infringes your copyright, you may request removal of that content (or access thereto) from the Site (including the Forums) and the Service by contacting our copyright agent (identified below) and providing the following information:
(a) Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.
(b) Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.
(c) Your name, address, telephone number and (if available) e-mail address.
(d) A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.
(e) A statement that the information that you have supplied is accurate, and indicating that “under penalty of perjury,” you are the copyright owner or are authorized to act on the copyright owner’s behalf.
(f) A signature or the electronic equivalent from the copyright holder or authorized representative.
Our agent for copyright issues relating to the Site and the Service is as follows: Dominick Sekich, Moye White LLP, 1400 16th Street, 6th Floor, Denver, CO 80202-1486, phone: 303-292-2900, fax: 303-292-4510, firstname.lastname@example.org.
5. WARRANTY DISCLAIMER
THE SERVICE AND THE SITE ARE PROVIDED “AS IS,” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND. YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR SOLE RISK. WITHOUT LIMITING THE FOREGOING, SURROUNDUS! SERVICES EXPRESSLY DISCLAIMS , TO THE FULLEST EXTENT PERMISSIBLE BY LAW, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICE, THE SITE, OR ANY INFORMATION PROVIDED BY SURROUNDUS! SERVICES THROUGH THE SITE OR THE SERVICE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY AND NON-INFRINGEMENT, AS WELL AS ALL WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. WE MAKE NO WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE, THE SERVICES OR THE DELIVERABLES. WITHOUT LIMITING THE FOREGOING, SURROUNDUS! SERVICES MAKES NO WARRANTY OR REPRESENTATION THAT (A) ACCESS TO OR OPERATION OF THE SITE OR SERVICE WILL MEET YOUR REQUIREMENTS, (B) ACCESS TO OR OPERATION OF THE SITE OR SERVICE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE BASIS, (C) THE SITE, ITS CONTENT, OR ANY SERVICES OR DELIVERABLES THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR SERVICES OFFERED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (D) THAT QUALITY OF ANY PRODUCT, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. SURROUNDUS! SERVICES DISCLAIMS ANY RESPONSIBILITY FOR THE DELETION, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT. IN NO EVENT WILL SURROUNDUS! SERVICES BE LIABLE FOR THE ACTIONS OF ANY THIRD PARTY WHOM SURROUNDUS! SERVICES ENGAGES AT YOUR REQUEST TO PROVIDE ADDITIONAL SERVICES. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES, INFORMATION, CONTENT OR OTHER MATERIAL OBTAINED FROM THE SERVICE. SURROUNDUS! SERVICES SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT, MATERIALS OR INFORMATION. SURROUNDUS! SERVICES DOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF THE PRODUCTS, INFORMATION OR SERVICES PROVIDED THROUGH THE SITE AND THE SERVICE.
YOU UNDERSTAND THAT WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE SITE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ANTI-VIRUS PROTECTION AND ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO OUR SITE FOR ANY RECONSTRUCTION OF ANY LOST DATA. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SITE LINKED TO IT.
6. LIMITATION OF DAMAGES
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SURROUNDUS! SERVICES OR ANY OF OUR DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, TREBLE, OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE OR VIEW THE SITE, THE SERVICES, THE PRODUCTS, THE USER CONTENT OR THE DELIVERABLES CONTAINED IN OR ACCESSED THROUGH THE SERVICES, INCLUDING ANY DAMAGES CAUSED BY OR RESULTING FROM YOUR RELIANCE ON ANY INFORMATION OBTAINED FROM US, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY TERMINATION, SUSPENSION OR OTHER FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO OUR RECORDS, PROGRAMS OR SERVICES. IN NO EVENT WILL OUR AGGREGATE LIABILITY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SITE, THE SERVICES, THE PRODUCTS, THE USER CONTENT OR THE DELIVERABLES, EXCEED COMPENSATION YOU PAY, IF ANY, TO US FOR ACCESS TO OR USE OF THE SITE OR THE SERVICES OR FOR THE PURCHASE OF PRODUCTS. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
8. CLIENT AGREEMENT
If you are interested in obtaining the Services, you will be required to execute the Client Agreement. In addition to the terms set forth in the Client Agreement, the following terms will apply to the Client Agreement, the Service, and the Deliverables. Capitalized terms used in this section but not defined in this section shall have the meanings set forth in the Client Agreement.
8.1 Limited Warranty. We make no warranty or guarantee with respect to the quality of the Deliverables. If any of your User Content is given to us to be digitized prior to organization, you acknowledge that because of the quality loss that often occurs during the digitization process, the quality of such Deliverables may not be as good as the materials you provide to us. By submitting media to us for organization, digitization, or any other service, you agree that if any such media is lost or damaged by us, it will be replaced only with an equivalent type of blank media or the cost of such blank media. For example, if you submit a flash drive to us for the transfer of files to our computer system, and it is damaged during the transfer process, you will be entitled only to a replacement blank flash drive or the cost of replacing the physical flash drive, irrespective of what was on the original. The handling of your media by us is otherwise without warranty or liability. Notwithstanding the foregoing, if you have any concerns regarding the Deliverables that do not relate to quality loss and you communicate your concerns to us within thirty (30) days of receiving the Deliverables, we will use commercially reasonable efforts to resolve the matter. If we are unable to resolve the matter, your sole and exclusive remedy will be a refund of the Service Fees. WE DISCLAIM ALL RESPONSIBILITY FOR, AND THIS LIMITED WARRANTY DOES NOT APPLY TO, ANY ISSUES COMMUNICATED TO US FOLLOWING THE EXPIRATION OF THIS THIRTY (30) DAY PERIOD.
8.2 Governing Law, Jurisdiction, and Venue. The Client Agreement shall be governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule (whether of the State of Colorado or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Colorado. Any legal suit, action, or proceeding arising out of or related to the Client Agreement or the matters contemplated hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Colorado in each case located in the City and County of Denver, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding and waives any objection based on improper venue or forum non conveniens. Service of process, summons, notice, or other document by mail to such Party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.
8.3 Notices. All notices, requests, consents, claims, demands, waivers, and other communications under the Client Agreement shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set forth on the first page of the Client Agreement (or to such other address that may be designated by a Party from time to time in accordance with this Section).
8.5 Severability. If any term or provision of the Client Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the Client Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
8.6 Counterparts. The Client Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of the Client Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of the Client Agreement.
8.8 Waivers. No waiver by any Party of any of the provisions of the Client Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from the Client Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
8.9 Indemnification. You agree to defend, indemnify, and hold harmless SurroundUs! Services, its affiliates, and their respective shareholders, officers, directors, employees, agents, successors, and permitted assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, in connection with any third party claim, suit, action, or proceeding arising out of or resulting from or in any way connected with your use of or access to the Site or your violation of the Client Agreement.
Please contact us at info@SurroundUsServices.com for instructions on how to contact us to learn more about the Services and how to submit materials.
9. GENERAL TERMS
Communications made through the Site’s e-mail and messaging system (including by messages submitted to us at www.SurroundUsServices.com) will not constitute legal notice to SurroundUs! Services or any of its officers, employees, agents or representatives in any situation where notice to SurroundUs! Services is required by contract or any law or regulation.
You agree to comply at all times with all laws, rules and regulations applicable to your use of the Service and the Site. SurroundUs! Services controls this Site from within the United States. You may not access, download, use or export the Site in violation of U.S. export laws or regulations or in violation of any other applicable laws or regulations.
Your right to use the Site is personal to you. You agree not to reproduce, duplicate, copy, sell or resell the Site, without the express written consent of SurroundUs! Services.